SEC Form 4 · accession 0001507940-17-000001
GOLDEN QUEEN MINING CO LTD · GQM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan C. Clay
10% Owner
Period of report
Nov 21, 2016
Accepted (ET)
Jan 12, 2017 · 11:17 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001025362
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 1,081,686 | D | ||
| Common StockF1 | holding | — | — | — | 7,258,300 | I | By family investment vehicle | |
| Common StockF2 | holding | — | — | — | 50,000 | I | See Footnote | |
| Common StockF3 | holding | — | — | — | 807,250 | I | See Footnote | |
| Common StockF4 | holding | — | — | — | 32,000 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantF6,F7 | $0.85 | Nov 21, 2016 | J | 2,000,000 | A | Nov 21, 2016 | Nov 21, 2021 | Common Shares | 2,000,000 | 2,000,000 | I |
| WarrantF9,F7 | $0.95 | Jan 5, 2017 | G | 1,667,000 | A | Dec 8, 2015 | Jun 8, 2020 | Common Shares | 1,667,000 | 1,667,000 | I |
Explanation of responses
- F1Represents shares owned by EHT, LLC ("EHT"). The reporting person is the sole managing member of EHT.
- F2Represents shares owned by 933 Milledge, LLC ("Milledge"). The reporting person is the sole managing member of Milledge.
- F3Represents shares owned by Arctic Coast Petroleums, Ltd. ("Arctic Coast"). Arctic Coast is owned 47.5% by Milledge and 2.5% by the reporting person. The reporting person disclaims beneficial ownership of 50% of Arctic Coast's holdings of the issuer's common stock not attributable to Milledge or to the reporting person.
- F4Represents shares held in a custody account for James Clay, the reporting person's son. The reporting person's wife, Whitney Clay, is the sole custodian of such account and the reporting person disclaims beneficial ownership of these shares.
- F5On November 21, 2016, the issuer issued a warrant to purchase 2,000,000 shares of common stock to EHT. The warrant is currently exercisable and expires on November 21, 2021.
- F6The warrant was issued in connection with the Second Amended and Restated Term Loan Agreement (the "Loan Agreement"), dated November 21, 2016, by and among the issuer, the Landon T. Clay 2009 Irrevocable Trust dated March 6, 2009 (the "LTC 2009 Trust"), the Clay Family 2009 Irrevocable Trust dated April 14, 2009 (the "CF 2009 Trust") and EHT. The Loan Agreement is described in the issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 21, 2016.
- F7Represents warrants owned by EHT.
- F8On June 8, 2015, the issuer issued a warrant to purchase 1,667,000 shares of common stock to Harris Clay, the reporting person's father. The warrant is exercisable from December 8, 2015 through June 8, 2020. In connection with Harris Clay's death, the warrant to purchase 1,667,000 shares of common stock was transferred to EHT on January 5, 2017.
- F9The warrant was issued in connection with the Amended and Restated Term Loan Agreement (the "Original Loan Agreement"), dated June 8, 2015, by and among the issuer, the LTC 2009 Trust, the CF 2009 Trust, EHT and Harris Clay. The Original Loan Agreement is described in the issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2015.